法律英语99833466

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1、编号：时间：2021年x月x日书山有路勤为径，学海无涯苦作舟页码：第180页 共180页LETTER OF intent FOR POSSIBLECONTRACT FOR SALE OF ASSETSPossible Seller: _Possible Buyer: _Business: _Date: _, 20_This is a non-binding letter of intent that contains provisions that are being discussed for a possible sale of the Business named above from

2、the possible Seller named above to the possible Buyer named above. This is not a contract. This is not a legally binding agreement. This is merely an outline of possible contract terms for discussion purposes only. This is being signed in order to enable the Possible Buyer to apply for financing of

3、the purchase price. This letter of intent is confidential and shall not be disclosed to anyone other than the parties and their employees, attorneys and accountants and the possible lenders of the Possible Buyer. The terms of the transaction being discussed are attached hereto, but the terms (and th

4、e possible sale itself) are not binding unless and until they are set forth in a written contract signed by Possible Seller and Possible Buyer. The word shall is used in the attached terms only as an example of how a contract might read, and it does not mean that the attached terms are or ever will

5、be legally binding._ _witnesses_ _Witnesses（合同意向书范本）潜在资产出让合同意向书letter of intent for possible contract for assets潜在卖方：_潜在买方possible buyer：_交易事项business：_日期：_, 20_本意向书不具有约束力，所包含之条款有待上述潜在卖方与买方就可能发生之交易（本处应指“资产出让”）进行磋商。本意向书不应被视为任何合同、或具有法律约束力的协议，而应视作仅为磋商之目的而订立的有关本意向书项下可能达成之合同的条款概述。签署本意向书之目的是为了能够便于潜在买方就购买价

6、格筹措资金。双方应对本意向书之内容保密，且除了本意向书项下双方及其雇员、律师、会计师和潜在买方之潜在贷款方之外，不得向任何其他第三方透露。本次磋商之交易条款随附其后，但是除非且直到潜在的买卖双方签署书面协议，这些条款（及潜在卖方自身）将不具有约束力。随附条款中“应该”一词仅为合同阅读之惯例，并不意味随附之条款具有或将要具有法律约束力。This is a non-binding letter of intent that contains provisions that are being discussed for a possible sale of the Business named a

7、bove from the possible Seller named above to the possible Buyer named above. This is not a contract. This is not a legally binding agreement. This is merely an outline of possible contract terms for discussion purposes only. This is being signed in order to enable the Possible Buyer to apply for fin

8、ancing of the purchase price. This letter of intent is confidential and shall not be disclosed to anyone other than the parties and their employees, attorneys and accountants and the possible lenders of the Possible Buyer. The terms of the transaction being discussed are attached hereto, but the ter

9、ms (and the possible sale itself) are not binding unless and until they are set forth in a written contract signed by Possible Seller and Possible Buyer. The word shall is used in the attached terms only as an example of how a contract might read, and it does not mean that the attached terms are or

10、ever will be legally binding._签字_签字memorandum of agreementThis AGREEMENT is entered into this (Day, Month & Year) by and between (Name and Complete Address of sponsor) (hereinafter referred to as Sponsor) and Kansas State University, 2 Fairchild Hall, Manhattan, KS, 66506-1103 (hereinafter referred

11、to as the University).Work will be performed at Kansas State University in the Department of (Dept. Name).WHEREAS, the project contemplated预期的 by this Agreement is of mutual interest and benefit to University and to Sponsor and will further instructional and research project objectives of University

12、 in a manner consistent with its status as a non-profit, tax-exempt educational institution.NOW, therefore, the parties hereto agree as follows:1.STATEMENT OF WORK.The University agrees to use its best efforts to perform the project as described in appendix A hereof.2.PRINCIPAL INVESTIGATOR/PROJECT

13、DIRECTOR.The project will be directed by (PI/PD Name).If, for any reason, (s)he is unable to continue to serve as principal investigator/project director and a mutually acceptable successor is not available, University and/or Sponsor shall have the option to terminate said program in accordance with

14、 Clause 15 - TERMINATION.3.PERIOD OF PERFORMANCE.The project shall be conducted during the period of (Start Date and End Date) and will be subject to renewal only by mutual agreement of the parties.4.PROJECT COSTS AND PAYMENT.In consideration of the foregoing, Sponsor will pay University for costs i

15、ncurred in the performance of the project, without an itemized详细说明，逐条记录 accounting. Payment shall not exceed the total estimated cost of (Enter Amount).Sponsor shall make payment (within thirty (30) days of the receipt of an invoice from University)or (shall pay $# upon the full execution of this ag

16、reement and $# on or about date).5.REPORTS.Brief progress reports of the project will be made periodically by University to Sponsor and a final report will be rendered呈递 on completion of the project.During the term of this Agreement, representatives of University will consult and/or meet with repres

17、entatives of Sponsor to discuss progress and results, as well as on going plans of the project and University will provide project information to Sponsor as reasonably requested.6.FACILITIES.The University will provide the utilities and office, laboratory and field space needed for the project.7.PRO

18、PERTY.All equipment detailed in the project budget and purchased from this fund shall be the property of the University.8.PUBLICITY.Sponsor will not use the name of University, nor of any member of Universitys project staff, in any publicity, advertising, or news release without the prior written ap

19、proval of an authorized representative of University.University will not use the name of Sponsor, nor any employee of Sponsor, in any publicity, advertising, or news release without the prior written approval of Sponsor.9.INSURANCE.University represents that it has adequate liability insurance责任险, s

20、uch protection being applicable to officers, employees, and agents while acting within the scope of their employment by University.The University has no liability insurance policy as such that can extend protection to any other person.10.BACKGROUND INTELLECTUAL PROPERTY.“Background Intellectual Prop

21、erty” means property and the legal right therein of either or both parties developed before or independent of this Agreement including inventions, patent applications, patents, copyrights, trademarks, mask works, trade secrets and any information embodying proprietary data such as technical data and

22、 computer software.Both parties agree to provide the Background Intellectual Property necessary to complete the objectives of the project.Both parties shall retain 保留保持all rights to their respective Background Intellectual Property provided for this purpose.Neither party shall assume any rights in t

23、he other partys Background Intellectual Property provided for this project other than the right to use said Background Intellectual Property to achieve the objectives of this project.11.PROJECT INTELLECTUAL PROPERTY.“Project Intellectual Property” means the legal rights relating to inventions (inclu

24、ding Subject Inventions as defined in 37 CFR 401), patent applications, patents, copyrights, trademarks, mask works, trade secrets and any other legally protectable information, including computer software, first made or generated during the performance of this Agreement.Ownership of Project Intelle

25、ctual Property shall vest in the party whose personnel conceived the subject matter and diligently pursued reducing the subject matter to practice, and such party may perfect legal protection therein in its own name and at its own expense.Jointly made or generated Project Intellectual Property shall

26、 be jointly owned by the Parties unless otherwise agreed in writing.The Parties agree to disclose to each other, in writing, each and every Invention which may be patentable or otherwise protectable under the United States Patent laws in Title 35, United States Code.The Parties acknowledge that they

27、 will disclose Inventions to each other and the awarding agency within two (2) months after their respective inventor(s) first disclose the invention in writing to the person(s) responsible for patent matters of the disclosing party.All written disclosures of such Inventions shall contain sufficient

28、 detail of the invention, identification of any statutory bars, and shall be marked confidential, in accordance with 35 U.S.C. 205.Sponsor shall receive the first option to negotiate for a license to commercialize the Project Intellectual Property of University, subject to any rights of the Governme

29、nt therein.Sponsor is hereby granted an exclusive option to negotiate the terms for a license to Project Intellectual Property of University, for an initial option period of three (3) months after such invention has been reported to Sponsor.The terms of subsequent licensing agreements for University

30、 owned and/or Jointly owned Intellectual Property will be negotiated in good faith and by mutual agreement by the Parties to this Agreement.12.CONFIDENTIALITY/PUBLICATIONS.During the term of this Agreement, and for a period of five (5) years thereafter, each party will maintain in confidence all con

31、fidential Background Intellectual Property and Project Intellectual Property of a party, as well as all other Confidential Information of a party disclosed by that party to the other in connection with this Project.Neither party will use, disclose or grant use of such Confidential Information except

32、 as required to perform under this Agreement.Each party will use at least the same standard of care as it uses to protect its own Confidential Information to insure that students, interns, employees, agents and consultants do not disclose or make any unauthorized use of such Confidential Information

33、.Any student, intern, employee, agent or consultant of the receiving party must be notified of the restrictions on the use of the disclosing partys Confidential Information and must agree with those restrictions before being allowed access to the Confidential Information.Each party will promptly not

34、ify the other upon discovery of any unauthorized use or disclosure of the Confidential Information.Either party may publish its results from this project.However, the publishing party will provide the other party a thirty (30) day period in which to review proposed publications, identify proprietary

35、 or confidential information, and submit comments.The publishing party will not publish or otherwise disclose proprietary or confidential information in accordance with the procedures described in this article and the publishing party will give full consideration to all comments before publication.F

36、urthermore, upon request of the reviewing party, publication will be deferred for up to sixty (60) additional days for preparation and filing of a Patent application which the reviewing party has the right to file or to have filed at its request by the publishing party. 13.MODIFICATION.Any agreement

37、 to change the terms of this Agreement in any way shall be valid when the change is made in writing and approved by authorized representatives of the parties hereto.14.REPRESENTATIVES.Designated representatives for the parties are:Sponsor:University:If TechnicalNamePrincipal Investigators NameAddres

38、sKansas State UniversityTelephoneAddressManhattan, KS66506(785) 532-XXXXIf ContractualNamePaul R. LoweAddressKansas State UniversityTelephone2 Fairchild HallManhattan, KS66506-1103(785) 532-680415.TERMINATION.Performance under this Agreement may be terminated by Sponsor upon a thirty day advance, wr

39、itten notice.In the event of early termination of this Agreement by Sponsor, Sponsor shall pay all costs accrued by University as of the date of the notice of termination, including non-cancelable obligations, which shall include all non-cancelable contracts and fellowships or postdoctoral associate

40、 appointments called for in Appendix A.In addition, Sponsor will pay all other reasonable costs incurred by the University during the time period between the notification date and the termination date, which are necessary to terminate the project.Any obligation of sponsor for fellowships or postdoct

41、oral associates shall end no later than the end of Universitys academic year following termination.Reimbursement for incurred costs and obligations will not exceed the total estimated project cost as shown in Clause 4.Performance may be terminated by University upon a thirty day advance, written not

42、ice if circumstances beyond its control preclude continuation of the project.IN WITNESS WHEREOF, the parties have caused these presents to be executed in duplicate as of the day and year first written above.Force Majeure : The sellers shall not be held responsible for the delay in shipment or non-de

43、li-very of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The sellers shall advise the Buyers immediately of the occurrence mentioned above the within fourteen days there after . the Sellers shall send by airmail to the B

44、uyers for their acceptancea certificate of the accident. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the deliveryof the goods. 不可抗力：由于人力不可抗力的原由发生在制造，装载或运输的过程中导致卖方延期交货或不能交货者，卖方可免除责任,在不可抗力发生后，卖方须立即电告买方及在14天内以空邮方式向买方提供事故发生的证明文件，

45、在上述情况下，卖方仍须负责采取措施尽快发货。在我们日常接触使用的英语中，定语从句常用关系代词that来连接，用来修饰限定前面的词或词组。例如： I was born in the house that was beside the river. 在这个句子中，that所引导的定语从句was beside the river是用来限定前面的名词house的。这是在日常英语中常用的规则。但是在法律英语中，由于语言的严密性，准确性要求较高，因此对关系代词的使用就有着较严格的要求，使用更为严密的关系代词引导定语从句，修饰限定前面的词语。因此在法律英语中，在使用定语从句时, that一般用such.as

46、.来代替。例如； The Company shall, at all times during the term of the joint venture, effect and maintain full and adequate insurance against loss or damage by fire and such other risks as are customarily issued in connection with the operation of this type of Company. （在合作期限内，合资公司应在任何时候就火灾和此类通常被认为与公司经营相关的

47、其他风险所造成的损失或损害，进行投保并保持充分和适当的保险。） 在这个句子中，other risks是被修饰限定的词语，而are customarily issued in connection with the operation of this type of Company则是具体说明限定other risks的定语从句，而关系代词则是前面的such.as.。 这个关系代词将所修饰的词语限定，从而不致产生误解。如果我们换作使用that则会造成所修饰的词语不明确，例如： The Contractor shall execute all such work of amendment, rec

48、onstruction, and remedying defects, shrinkage or other faults as the Engineer may ,during the Defects Liability Period, instruct the Contractor to execute. 在这个句子中，被修饰限定的词语为such.as.所限定的词：work of amendment, reconstruction and remedying defects,shrinkage or other faults.而后面的句子则为定语从句。但是如果将such.as.换作that

49、,即变为： The Contractor shall execute all work of amendment, reconstruction, and remedying defects, shrinkage or other faults that the Engineer may,during the Defects Liability Period, instruct the Contractor to execute. 那么我们很可能会误以为后面的定语从句所修饰的是最后面的other faults，而忽视了前面的词组，从而造成了误解。因此使用that可能会造成限定不明确的情况，而用

50、such.as.则不会产生这样的误会。 所以在法律英语的翻译中，为了达到更准确，更严密的翻译要求，在进行定语从句的翻译时我们应该使用such.as.来引导定语从句，而不能使用我们平时所常用的that.合 同 CONTRACT 日期： 合同号码： Date: Contract No.: 买 方： (The Buyers) 卖方： (The Sellers)兹经买卖双方同意按照以下条款由买方购进，卖方售出以下商品：This contract is made by and between the Buyers and the Sellers; whereby the Buyers agree to

51、buy and the Sellers agree to sell the under-mentioned goods subject to the terms and conditions as stipulated hereinafter: (1) 商品名称: Name of Commodity： (2) 数 量： Quantity: (3) 单 价： Unit price: (4) 总 值： Total Value: (5) 包 装： Packing: (6) 生产国别： Country of Origin : (7) 支付条款： Terms of Payment: (8) 保 险： i

52、nsurance: (9) 装运期限： Time of Shipment:(10) 起 运 港： Port of Lading: (11) 目 的 港： Port of Destination: (12)索赔：在货到目的口岸45天内如发现货物品质，规格和数量与合同不附，除属保险公司或船方责任外，买方有权凭中国商检出具的检验证书或有关文件向卖方索赔换货或赔款。Claims: Within 45 days after the arrival of the goods at the destination, should the quality, Specifications or quantity

53、 be found not in conformity with the stipulations of the contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyers shall, have the right on the strength of the inspection certificate issued by the C.C.I.C and the relative documents to claim for c

54、ompensation to the Sellers (13)不可抗力：由于人力不可抗力的原由发生在制造，装载或运输的过程中导致卖方延期交货或不能交货者，卖方可免除责任,在不可抗力发生后，卖方须立即电告买方及在14天内以空邮方式向买方提供事故发生的证明文件，在上述情况下，卖方仍须负责采取措施尽快发货。 Force Majeure : The sellers shall not be held responsible for the delay in shipment or non-deli-very of the goods due to Force Majeure, which might

55、occur during the process of manufacturing or in the course of loading or transit. The sellers shall advise the Buyers immediately of the occurrence mentioned above the within fourteen days there after . the Sellers shall send by airmail to the Buyers for their acceptancea certificate of the accident

56、. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the deliveryof the goods. (14）仲裁：凡有关执行合同所发生的一切争议应通过友好协商解决，如协商不能解决，则将分歧提交中国国际贸易促进委员会按有关仲裁程序进行仲裁，仲裁将是终局的，双方均受其约束，仲裁费用由败诉方承担。Arbitration : All disputes in connection with the executi

57、on of this Contract shall be settled friendly through negotiation. in case no settlement can be reached, the case then may be submitted for arbitration to the Arbitration Commission of the China Council for the Promotion of International Trade in accordance with the Provisional Rules of Procedure pr

58、omulgated by the said Arbitration Commission . the Arbitration committee shall be final and binding upon both parties. and the Arbitration fee shall be borne by the losing parties. 买方： 卖方: （授权签字） （授权签字）THIS AGREEMENT is made as of _, 20_, by and between _ (hereinafter referred to as Company), a corp

59、oration duly organized under the laws of the State of _, and having its principal place of business at _, and The Research Foundation of State University of New York (hereinafter referred to as Foundation), having its principal place of business at 35 State Street, Albany, New York 12207 U.S.A. (mai

60、ling address: P.O. Box 9, Albany, New York12201-0009).A.The parties to this Agreement have developed or acquired technical and other proprietary information relating to Research Foundation Invention Case Number _, entitled _ (hereinafter referred to as Confidential Information) and the parties wish

61、to ensure that the information which may be disclosed to each other is treated in strictest confidence.B.Each of the parties desires to receive such Confidential Information from the other for the limited purpose of evaluating the suitability of entering into a business relationship or sponsorship of research, and each party recognizes the importance of safeguarding such Confidential Information against unauthorized use or disclosure.NOW, THEREFORE, i